ruchi infrastructure ltd Directors report

Dear Shareholders,

Your Directors have pleasure in presenting the Thirty Ninth Annual Report together with the Audited Financial Statements of the Company for the year ended March 31, 2023.

FINANCIAL RESULTS	2022-23	2021-22
Revenue from operations	41.41	41.63
Other Income	3.58	124.46
Total Income	44.99	166.09
Profit before depreciation, tax and exceptional items	12.38	62.86
Exceptional items	-	-
Profit before depreciation and tax	12.38	62.86
Depreciation	9.93	10.14
Profit before taxation	2.45	52.72
Provision for taxation	1.45	14.06
Profit after taxation	1.00	38.66
Balance brought forward from previous year	2.22	(35.70)
Re-measurement of the defined benefit plans through other comprehensive income (net of tax)	-	0.09
Transfer from equity instruments through other comprehensive income	-	(0.83)
Balance as at end of year	3.22	2.22

OPERATIONS AND STATE OF COMPANYS AFFAIRS

The Company recorded revenue of 41.41 crores from operations during the financial year under review as against

41.63 crores in the previous financial year. Other income recorded during the previous financial year includes reversal of provisions against trade receivables of 41.49 crores and write back of trade payables of 78.33 crores. Other expenses (refer note no. 33) recorded during the previous year include irrecoverable advances written off of 28.99 crores and bad debts written off of 44.37 crores. The profit before depreciation and tax during the year under review was 12.38 crores as against profit of 62.86 crores during the previous year. The profit after tax of the Company for the year under review was 1.00 crore as against profit of 38.66 crores recorded during the previous financial year. There is no major variation in the revenue from operations of infrastructure business in the year under review as compared to that in previous year. Management Discussion and Analysis Report, separately annexed to and forming part of Directors? Report, may please be referred for specific information pertaining to the industry and the Company affecting the business of the Company and the market in which it operates. Refer note no. 49 for detailed segment reporting and performance of the Company.

During the year under review, the Company has been able to successfully run its operations and generate revenue with certainty of receipts. Though there is no major impact on operations and business activity, it is difficult to assess the impact of COVID-19 on Company?s profits and profitability with reasonable certainty. There is no change in the nature of business during the year under review. No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year under review and the date of this Report.

CHANGES IN SHARE CAPITAL

During the financial year ended March 31, 2023, allotment of 1,02,62,000 equity shares of 1/- each has been made upon conversion of 1,02,62,000 convertible warrants, out of 3,07,85,000 convertible warrants issued by the Company on preferential basis during the said period. As on March 31, 2023, remaining 2,05,23,000 warrants are outstanding for conversion upto August 12, 2024 in accordance with applicable Securities and Exchange Board of India (SEBI) Regulations. Pursuant to allotment of aforesaid number of equity shares, paid-up equity share capital of the Company has been increased to 21,55,01,942/-. There is no deviation or variation in utilization of proceeds of preferential issue from the objects thereof duly approved by the members of the Company.

TRANSFER TO RESERVES

No amount is proposed to be transferred to any reserves.

DIVIDEND

The Directors did not recommend any dividend for the year under review.

DIRECTORS

As on March 31, 2023, the composition of the Board of Directors of the Company was as follows:

Mr. Krishna Das Gupta Non-Executive Independent Director, Chairperson

Mrs. Ruchi Joshi Meratia Non-Executive Independent Director

Mr. Mohan Das Kabra Non-Executive Independent Director

Mr. Ashutosh Pandey Non-Executive Non-Independent Director

Mr. Parag Choudhary Whole-time Director

Mr. Narendra Shah Executive Director

There is no change in the composition of the Board of Directors since March 31, 2023 till the date of this Report.

Mr. Narendra Shah (DIN: 02143172) was re-appointed as Executive Director for further period of three years with effect from April 8, 2022, by way of special resolution passed by the members of the Company through postal ballot on May 12,

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2022. As per the provisions of Section 152 of the Companies Act, 2013, Mr. Narendra Shah, retires by rotation at the 39 Annual General Meeting of the Company and being eligible, offers himself for re-appointment.The Board recommends to the members to pass the resolution for re-appointment of Mr. Narendra Shah as Director of the Company, liable to retire by

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rotation. Such resolution forms part of the Notice of 39 Annual General Meeting. Necessary information required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards in respect of the reappointment of Mr. Narendra Shah (including his brief profile) at the ensuing Annual General Meeting is given in such Notice.

The Board of Directors of the Company on recommendation of the Nomination and Remuneration Committee, at its meeting held on May 29, 2023 has re-appointed Mr. Parag Choudhary as Whole-time Director of the Company for further period of three years with effect from June 29, 2023 subject to the approval of members. The Board of Directors at its meeting held on August 7, 2023 revised remuneration payable to him during the financial year 2023-24 on due recommendation of Nomination and Remuneration Committee, subject to approval of members of the Company. Requisite special resolution along with terms & conditions of the re-appointment of Mr. Parag Choudhary including

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remuneration is set out in the Notice convening 39 Annual General Meeting of the Company.

Mrs. Ruchi Joshi Meratia (DIN: 07406575) and Mr. Mohan Das Kabra (DIN: 07896243), Independent Directors of the Company were re-appointed as Independent Directors for second term of five consecutive years by way of special resolutions passed by the members of the Company through postal ballot on May 12, 2022. Such re-appointments were effective from September 27, 2022.

All Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and that they have complied with the Code for Independent Directors prescribed in Schedule IV of the Act.

The details of programs for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are available on the website of the Company at http://www.ruchiinfrastructure.com/Familiarizationprog.html. In the opinion of the Board, each of the Independent Directors has integrity, expertise, requisite experience and proficiency to perform his/her duties as an Independent Director.

None of the Directors of your Company is disqualified for being appointed as Director, as specified in Section 164(2) of the Act, read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014 or barred by SEBI or any other authority from holding the office of director. During the year under review, Executive Director and Whole-time Director of the Company did not receive any remuneration or commission from any of its subsidiaries, except that the Whole-time Director of the Company has received remuneration/consultancy fee of 3.00 lacs from Mangalore Liquid Impex Pvt. Ltd. (Subsidiary Company) for the financial year under review.

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel of the Company are as follows:

Mr. Narendra Shah, Executive Director, Mr. Parag Choudhary, Whole-time Director, Mr. Ravindra Kumar Kakani, Chief Financial Officer and Mr. Ashish Mehta, Company Secretary.

DIRECTORS? RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Act, your directors confirm that: a) in the preparation of the annual accounts for the financial year ended March 31, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit of the Company for that period;

16 c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the directors had prepared the annual accounts on a going concern basis; e) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors in the manner as enumerated in the Nomination, Remuneration and Evaluation Policy as well as, in accordance with the provisions of the Act and the Listing Regulations. The performance of the Board of Directors was evaluated by it after seeking inputs from all the directors on the basis of criteria formulated by the Nomination and Remuneration Committee, including, the board composition and structure, effectiveness of board processes, information provided and functioning, etc. The performance of the committees was evaluated by the respective committees and the Board of Directors after seeking inputs from the committee members on the basis of selected criteria. Performance evaluation of Independent Directors was done by the entire Board, excluding the independent director being evaluated.

MEETINGS OF THE BOARD

The Board of Directors of the Company met six times during the financial year 2022-23. The meetings were held on April 5, 2022, May 27, 2022, August 2, 2022, November 10, 2022, December 31, 2022 and February 13, 2023.

ANNUAL RETURN

The Annual Return of the Company as on March 31, 2023 is available on the Company?s website and can be accessed at web- link http://www.ruchiinfrastructure.com/FormMGT-72022-23.pdf.

AUDITOR AND AUDITORS? REPORT STATUTORY AUDITORS

M/s. SMAK & Co., Chartered Accountants (Firm Registration No. 020120C) were appointed as Statutory Auditors of the

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Company for a term of 5 (five) consecutive years at the 36 Annual General Meeting of the Company held on September 26, 2020. The notes on financial statements referred to in the Auditors? Report on the financial statements for the year ended March 31, 2023 are self-explanatory and do not call for any further comments. The Auditors? Report does not contain any qualification, reservation, adverse remark or disclaimer.

COST AUDITORS

The Company is not required to maintain cost record as per the Companies (Cost Records and Audit) Amendment Rules, 2014 for the year under review.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Secretarial Audit Report for the financial year ended March 31, 2023 issued by Mr. Prashant Diwan, Practising Company Secretary is annexed herewith as Annexure I and is self-explanatory. The Company has advised the promoters and promoter group to comply with provisions of Regulation 31 of the Listing Regulations, pertaining to dematerialization of their shareholding. Pursuant to provisions of Regulation 24A of Listing Regulations, the Secretarial Audit Reports of material unlisted subsidiaries are attached as Annexure III and Annexure IV to the Corporate Governance Report (being part of this Annual Report).

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company has three subsidiaries as at March 31, 2023 i.e. Mangalore Liquid Impex Pvt. Ltd., Peninsular Tankers Pvt. Ltd. and Ruchi Renewable Energy Pvt. Ltd., financials of which are duly consolidated and presented in terms of applicable Accounting Standards. The Company does not have any joint venture or associate Company during the year under review, however financials of an associate partnership firm, namely, Narang & Ruchi Developers have been consolidated in terms of applicable Accounting Standards. No company became or ceased to be subsidiary during the year under review.

The statement containing salient features of the financial statements and performance of subsidiaries and associate partnership firm and their contribution to the overall performance of the Company during the period is attached with the audited financial statements in form AOC-1. The audited financial statements of each of the subsidiaries have also been placed on the website of the Company at http://www.ruchiinfrastructure.com/Annual_Reports.html. The policy for determining material subsidiary as approved by the Board of Directors of the Company is available on the website of the Company at http://www.ruchiinfrastructure.com/Policyfordeterminingmaterialsubsidiary.pdf.

PARTICULARS OF LOANS/ADVANCES, GUARANTEES, INVESTMENTS AND SECURITIES

Particulars of loans/advances, investments, guarantees made and securities provided during the year as required under the provisions of Section 186 of the Act and Schedule V of the Listing Regulations, are provided in the notes to the standalone financial statements (Please refer note no. 40, 42 and 43 to the standalone financial statements).

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions were entered into by the Company with the prior approval of the Audit Committee. During the financial year under review, all the transactions with related parties were entered into at arm?s length and in the ordinary course of business and none of such related party transactions required the approval of the Board of Directors or the Shareholders in terms of the provisions of Section 188 of the Act or Regulation 23 of the Listing Regulations. Pursuant to the amendment in Regulation 23 of the Listing Regulations, made effective from April 1, 2022, the Company sought prior approval of shareholders by way of resolution passed through postal ballot on May 12, 2022 for entering into proposed material transactions with Ruchi Soya Industries Limited (now known as Patanjali Foods Ltd.) during the financial year 2022-23. Further, there were no materially significant related party transactions that may have potential conflict of interests of the Company at large. Pursuant to the amendment in Regulation 23 of the Listing Regulations, made effective from April 1, 2022, the Company

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seeks prior approval of shareholders in the ensuing 39 Annual General Meeting of the Company for entering into proposed transactions during the financial years commencing on or after April 1, 2023, which are material in nature and may exceed the stipulated limits as specified under said regulation.

The policy on materiality of related party transactions and on dealing with related party transactions as approved by the Audit Committee and the Board of Directors of the Company may be accessed on the Company?s website at http://www.ruchiinfrastructure.com/PolicyonDealingwithRelatedPartyTransactions.pdf. Your directors draw attention of the members to note no. 50 to the standalone financial statements which set out related party disclosures.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company is engaged in service industry and no major expenses have been incurred during the year under review towards technology absorption/capital investments on energy conservation equipments. Relevant information under Section 134(3)(m) of the Act, read with Rule 8 of the Companies (Account) Rules, 2014 is provided in Management

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Discussion and Analysis Report forming part of this Directors? Report and 39 Annual Report.

There was no foreign exchange earning or outgo during the financial year under review and the previous financial year.

INTERNAL CONTROL SYSTEM AND ADEQUACY THEREOF

The Company has an adequate internal control system commensurate with the size and nature of its business. These controls ensure that the transactions are authorized, recorded and reported correctly and assets are safeguarded and protected against the loss from unauthorized use or disposition. In addition, there are operational controls and fraud risk controls, augmenting the internal control mechanism.

An internal audit programme covering various activities and periodical reports are submitted to the management as well as Audit Committee of the Board. The Audit Committee, comprises of professionally qualified directors, who interact with the statutory auditors, internal auditors and management on the matters within its terms of reference. Effective policies, guidelines and procedures are in place for effective management of internal financial controls. To maintain its objectivity and independence, the Internal Auditor has access to the Chairperson of the Audit Committee of the Board. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of Internal Auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls.

The internal auditors also perform an independent check of effectiveness of key controls in identified areas of internal financial control reporting. The Statutory Auditors Report includes a report on the internal financial controls over financial reporting. The Audit Committee and the Board are of the opinion that the Company has sound Internal Financial Control commensurate with the nature and size of its business operations and operating effectively. During the year, no reportable material weakness in the design or operation of internal control system or their inadequacy was observed.

RISK MANAGEMENT

Risk Management is a strategic business discipline and a continuous process that supports to achieve the Company?s objectives by addressing the full spectrum of its risks and managing the impact of those risks. The Company uses the risk management framework as a key tool to proactively identify, assess, treat, monitor and report risks as well as to create a risk- aware culture within the Company. The Board regularly reviews the risk management strategy of the Company with focused approach towards risk associated with core business of storage infrastructure and renewable energy. The Audit Committee of the Board monitors effectiveness of risk management systems. The detailed analysis of risk and concerns of

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the Company is provided in the Management Discussion and Analysis Report forming part of this Directors? Report and 39 Annual Report.

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CORPORATE GOVERNANCE

The Company adheres to the corporate governance requirements set out by the Securities and Exchange Board of India (SEBI) and considers Corporate Governance as an instrument to maximize value for all Stakeholders i.e. investors, employees, shareholders, customers, suppliers, environment and the community at large. Necessary systems and practices are established and requisite efforts and initiatives are taken from time to time with respect to stakeholder relationship, customer relationship, environment, health and safety. Good governance practices emerge from the culture and mind-set of the organization. The Company has adopted fair and transparent governance and disclosure practices. A separate report on Corporate Governance including disclosure pertaining to remuneration, other benefits etc. paid/payable to Directors and other disclosures required, as per Schedule V of the Companies Act, 2013, in relation to proposed re-appointment of Directors, forms an integral part of this Directors? Report/Annual Report. Certificate of Practising Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under Schedule V of the Listing Regulations, is annexed herewith as Annexure II to this Report.

PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure III to this Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has Whistle Blower Policy and has established the necessary Vigil Mechanism in accordance with the provisions of Section 177(9) of the Act and the Listing Regulations. The Company?s Vigil Mechanism/Whistle Blower Policy aims to provide the appropriate platform and protection for whistle blowers to report instances of unethical practices, violation of applicable laws and regulations. All employees and Directors have access to the Chairperson of the Audit Committee and the policy also provides adequate safeguards against victimization of persons who use such mechanism and makes provisions for direct access to the Vigilance Officer. The Vigil Mechanism/Whistle Blower Policy is uploaded on the website of the Company at http://www.ruchiinfrastructure.com/vigil-mechanism.html. However, no complaint is received and pending during the year.

NOMINATION, REMUNERATION AND EVALUATION POLICY

The Nomination, Remuneration and Evaluation Policy of the Company as recommended by the Nomination and Remuneration Committee has been approved by the Board of Directors of the Company in accordance with the provisions of Section 178 of the Act and the Listing Regulations) and is available on the website of the Company at http://www.ruchiinfrastructure.com/NominationRemunerationandEvaluationPolicy.pdf. The salient features of the policy are: (a) It applies to the Board of Directors (the “Board”), Key Managerial Personnel (the “KMP”) and the Senior Management Personnel of the Company. The primary objective of the Policy is to provide a framework and set standards for the selection, nomination, remuneration and evaluation of the Directors, Key Managerial Personnel and officials comprising the senior management.

(b) It deals with functions, responsibilities and Composition of Nomination and Remuneration Committee.

(c) It sets guidelines/principles for recruitment/appointment of Directors/KMPs/Senior Officials and remuneration thereof.

(d) It deals with evaluation/assessment of Directors/KMPs/Senior Officials of the Company.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE OF THE BOARD

The Company has a duly constituted Corporate Social Responsibility (CSR) Committee, which is responsible for fulfilling the CSR objectives of the Company. The Committee comprises of Mr. Mohan Das Kabra (Chairman), Mrs. Ruchi Joshi Meratia and Mr. Parag Choudhary, as members. The CSR Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) which was approved by the Board and is available on the website of the Company at http://www.ruchiinfrastructure.com/CSR-Policy.html.

The Company?s CSR initiatives and activities are aligned to the requirements of Section 135 of the Act and applicable rules thereof. The brief outline/Annual report on the initiatives undertaken by the Company on CSR activities during the year under review is annexed herewith as Annexure IV to this report in the format as prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

AUDIT COMMITTEE OF THE BOARD

Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee have been duly constituted by the Board and the Board has approved their terms of reference/role in compliance with the provisions of the Act and Listing Regulations. The Audit Committee comprises of Mr. Mohan Das Kabra, as the Chairman, Mr. Krishna Das Gupta and Mr. Narendra Shah, as the members. During the year under review, the Board of Directors has accepted all mandatory recommendations made by the Audit Committee.

COMMITTEE (WARRANTS CONVERSION) OF THE BOARD

During the year under review, the Board of Directors of the Company constituted Committee (Warrants Conversion) comprising of two independent directors namely Mrs. Ruchi Joshi Meratia and Mr. Mohan Das Kabra and the whole-time director namely Mr. Parag Choudhary. Such committee is obliged to consider allotment of equity shares upon conversion of convertible warrants and to monitor expenditure/utilisation of proceeds of preferential issue(s) etc.

The details of the role and composition of all the Committees, including the number of meetings held during the financial year under review and attendance at the meetings, are provided in the Corporate Governance Report forming part of this Annual Report.

SECRETARIAL STANDARDS

The Company has duly complied with the applicable ‘Secretarial Standards on Meetings of the Board of Directors - SS 1? and ‘Secretarial Standards on General Meetings - SS 2? during the year under review.

TRANSFERS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review, the Company has transferred the unpaid dividend of 27,246.36 (declared for financial year 2014-15) and 1,60,642 corresponding equity shares to IEPF in terms of the provisions of Section 124 of the Companies Act, 2013 and the applicable rules made thereunder. The details of concerned shareholders are available on the website of the Company. The Members who wish to claim dividend/respective shares transferred by the Company to IEPF are advised to upload form IEPF-5 on www.iepf.gov.in.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

Your Company maintains a safe and healthy work environment, where every employee is treated with respect and is able to work without fear of discrimination, prejudice, gender bias or any form of harassment. Your Company has in place a Prevention of Sexual Harassment Policy in accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder to uphold the objectives of the said Act. The policy covers all employees irrespective of their nature of employment and also applicable in respect of all allegations of sexual harassment made by an outsider against an employee. An Internal Complaints Committee (ICC) has also been set up to redress complaints received on sexual harassment. No complaint was pending at beginning of the year and none has been received during the year under review.

GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions pertaining to such matters during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. No significant or material orders were passed by the Regulators/Courts/Tribunals/any other authority impacting the going concern status of the Company and its operations in future.

5. No instances of fraud were reported by the Statutory Auditors under Section 143(12) of the Act and the rules framed thereunder either to the Company or to the Central Government.

6. No instance of default in repayment of loan or payment of interest thereon was observed during the year under review and no application has been made under the provisions of the Insolvency and Bankruptcy Code, 2016 against the Company.

ACKNOWLEDGEMENT

Your Directors place on record their gratitude for the valued support and assistance extended to the Company by the Shareholders, Banks, Government Authorities and other stakeholders of the Company and look forward to their continued support. Your directors also express their appreciation for the dedicated and sincere services rendered by employees of the Company.

		For and on behalf of the Board of Directors
		Narendra Shah	Krishna Das Gupta
Date	: August 7, 2023	Executive Director	Chairman
Place : Indore		DIN: 02143172	DIN:00374379